Until The World Ends
by MissTeenFiction
Summary: After two defeats the Avengers thought they had finally gotten rid of him. But Ultron is like a cockroach, it'll take more than Scarlett's powers and an electric blast to kill him. (Spoilers and this is a sequel to Ultrons Return, also could turn into an M in later chapters.)
1. Chapter 1, Rebuild

**So like the summary said, this is a sequel to Ultrons Return so you might want to read that if you haven't already. The characters and storyline will make a lot more sense, but I'll try to explain it in this. But either way I hope you like it! :)**

 **Valerie, Cassy, and Kayla all belong to me, the rest belong to Marvel.**

The science facility was pretty quiet as night guards circled the building, there were only a couple scientists inside and there wasn't really a reason for so many night guards to be out. One of the guards hummed quietly to himself as he walked along the bushes that surrounded the building. He was suddenly pulled in and felt something hard hit him in the head. Then a young woman soon crawled out of the bushes and looked around for anymore guards.

Once the coast was clear she quickly made her way up to the entrance as quietly as she could. She eyed the glass door and frowned, there was probably a booby trap, she'd have to find another way in. She sneaked around and hugged the wall as she heard a guard coming. She waited for a minute or so before looking past the wall, the guard was gone. She sighed quietly in relief before looking at one of the higher small windows. She frowned, she knew of a much simpler way of doing this but of course _he_ would want her to have a challenge.

She lifted herself up to the window and growled when she heard the lock click open. She opened the window with some frustration before gently landing onto the ground. She looked around the room and saw that no one was there at the moment. She felt a shiver run down her spine, she hated places like this, it always brought back painful memories. But she sucked it up and looked out the door into the brightly lit hallway.

She rested her back against the wall and sighed, "You could help you know," she hissed before the lights turned red.

She could hear panicked murmurs and some people running down the hall. She exited the room and looked around to make sure no one was there; the hall was surprisingly empty as she made her way to a certain room. She opened the door and saw metal scrapes on tables and the floor. She shrugged off the back-pack on her shoulder and stuffed as much in as she could carry. She suddenly spun around when she heard a gun cock, one of the guards stood there aiming his assault rifle at her.

"Freeze!" he yelled as he glared at her.

She did as she was told and watched as he tried to call for backup.

"Problems?" she asked with a smirk.

"Don't talk!" he hissed.

"Alright then," she said before pulling out her pistol with a silencer on it and shot him in the heart.

She then grabbed her back-pack and ran out the room; she went back to the window and claimed out of it. People were running around with confusing and worry, she just ran into the bushes and headed towards the ocean.

Once there see saw an old metal ship not too far away, she sighed and got on the green jet ski and made her way to the ship. She soon boarded the ship and went to the lower level and into a large room that was filled with wires, metal scraps, crumpled up pieces of paper, and in the middle of the room was the top half of a robot with a missing arm. She stretched as she sat her back-pack down and pulled down the black hood she was wearing.

She had long wavy ginger hair with freckles staining her cheeks, her eyes were dark green and her skin was creamy tan, she wore black skinny jeans, combat boots, a grey off the shoulder shirt with 3/4 elbow sleeves and had a black trench coat over it with leather fingerless gloves.

She turned to the left side of the room when it was illuminated by a soft blue glow. She glared at the computer monitor the light was coming from and crossed her arms.

"You could've helped me, you know."

"I did," a deep male robotic voice said with some amusement, "I unlocked the window, made the scientists leave, made that guards communicator not work-"

"You could've shut down the booby traps at the front door."

The voice didn't say anything for a moment, "Yeah but what's the fun in that?"

The girl sighed and shook her head before picking up the back-pack and setting it close to the robotic body.

"Now Valerie, no need to be mad."

"Annoyed and mad are two totally different things," Valerie said as she pulled out the metal scraps from the back-pack.

"I'm not sure about that."

"Ultron, shush your speakers."

"Funny," Ultron said sarcastically, "But seriously though, I'm attached to the internet. I can look it up-"

"Alright, alright, you win!" she said waving her hand uncaringly.

Valerie walked over to a mini fridge in the corner of the room; she opened it and grabbed a beer.

Ultron sighed, "I really hope you don't die before making my body."

"What about after I make your body."

He hummed, "I wouldn't really care then."

She scoffed, "What would I do without you, Ultron?"

"Die from boredom."

She smirked and sat in front of the computer monitor, "You may be right about that."

Valerie sighed as she thought about the first time he appeared to her like this. Her and her friends had gone to Sokovia to see what happened and found Ultron's remains. Of course they didn't know it was him at the time and her one friend, Kayla, who was a robotics geek and a Tony Stark fangirl was determined to fix him up. Once she did he went straight into the internet and spoke to her and her friends through the speakers.

It had been about two or three months since she and Ultron had fought with the Avengers. Valerie would've been lying if she said she wasn't a little upset that her closest friends joined the Avengers instead of her and Ultron.

"You're thinking about them, aren't you?" Ultron murmured.

She sighed and nodded, "Yeah, I sort of miss them."

"I know, but once I get a body everything will be better."

"How so?"

Ultron hummed, "You'll find out."

She grinned, she had a feeling she knew what he meant. She then stood up and looked at the robotic body.

"So," she said as she exhaled, "Were do I start?"

 **Well here's chapter 1! I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	2. Chapter 2, Let's Begin

Valerie sighed as she finally got the one arm fixed; she attached it to the bot and examined it. It looked alright; this was defiantly a challenge since she had never been one for robotics. She found it all sort of confusing or just boring. She stretched and looked over at the monitor, she walked over to the desk it sat on and grabbed her beer.

"Why can't you just go build yourself, you did it before."

"Trust me, this wasn't my first choice. If I go somewhere to rebuild myself I'll just attract attention."

"Like I said before, you've done it before. I feel like you're just making excuses just so you can sit around."

Ultron chucked, "That's defiantly not it, being here like this, and not being able to move is not the best thing in the world."

"Whatever, but could you at least help me or put on some music?"

"Music, you mean that garbage you listen to?"

Valerie rested her hand on her hip, "Hey buddy, them fighting words."

Ultron hummed in amusement, "Fine, fine, I'll see what I can do to help."

"Thank you Uly," she said before turning back to work on the bot.

Ultron sighed, "Please, don't call me that."

Valerie smirked and grabbed more of the metal parts before arranging them on a table. She wanted to get this done as quickly as possible, she wanted to be able to see and feel Ultron's body again. Every night she would be lying in bed and thinking about the first time they kissed. It was very human, it was warm and welcoming and the thought of him kissing her again made her even more determined. Of course that wasn't the only reason why, he was great company and it helped her feel less lonely when he had an actual body and wasn't just a voice on a speaker.

Though either way she liked having him around, yeah he would get moody or sometimes he would say something that pissed her off. But he amused her and didn't really get offended when she teased him. That's what she really liked about him, with other ex's they always broke up because she was too 'mean' even though she was just teasing or she was too weird or creepy. Then there were times when she broke up with them because they cheated or were just jerks.

Ultron on the other hand seemed to like how weird and creepy she was and when it came to the teasing, he did it to her too so it was only fair. Ultron hated to admit it but he also enjoyed her company, it got rather lonely when he would be trying to think of how to end the Avengers while be stuck with only your bots. There were multiple reasons why he wanted his body back, first it would be easier to take down the Avengers, and also he wouldn't be stuck in a monitor. But then he also had some of the same desire Valerie had. Back before he was destroyed again and after she had kissed him they agreed to take their relationship to the next level and date, if you could call it that.

Valerie cursed as she stared at the metal, "I'm going to have to go out again."

"Shopping out or breaking into something out?"

"Both, oh and when I go breaking into some place, help me! If you want your body soon then you have to help me get in Mr. I-am-one-with-the-internet."

Ultron sighed, "Alright, no need to whine."

"We'll see who's whining when I get caught and is either sent to prison or dead," Valerie said as she but on her back-pack.

"That wouldn't happen, I'll make sure of it," Ultron answered with a hum.

Valerie smirked, "Thanks Ultron, now if you excuse me I have some thieving to do!"

"Have fun."

 **oOo**

She felt stinging pains all over her skin as blood covered her chest, her friend stood over her with a deathly glare. She held her scythe up and was going to bring in down in a hard slam, no matter how much she pleaded and told the truth her friend wouldn't listen. Tears of fear fell from her eyes, she tried to move but her body didn't let her, she was paralyzed in fear. Her friend then swung her scythe down into her chest, she screamed out in pain.

She sat up and panted, tears falling from her eyes and her body covered in sweat, her long red hair that went down to her waist was messy and her electric blue eyes scanned the room. The nightmares were getting worse, ever since she and the Avengers fought with Ultron and Valerie she couldn't stop thinking and dreaming about the fight. She had destroyed Ultron, but Valerie was still out there probably making plans to kill her.

She got out of bed and walked towards the living room of the Avengers HQ. She and her friend Cassy had been staying there ever since she found Ultron's destroyed body and rebooted him. She stopped on the stairs when she saw Tony Stark standing at the bar.

"Well someone's awaked early," Tony said with a smirk as he made himself a drink, he frowned when he saw her expression, "Kayla, what's wrong?"

Kayla bit her lip, "I-I keep having the nightmares, they're getting worse."

Tony sat down his drink, "How so, if you don't mine me asking."

Kayla sat on the bottom step, "Well, in most of my dreams Valerie would just stare at me, but in this one she actually stabbed me."

Tony walked over to her and sat beside her with his hand on her back. He felt a connection with the teen; she was into robotics and was a party animal like he was. He was always worried about her and when she joined the Avengers he just got even more worried. She was like a daughter to him, if anyone hurt her he'd probably wring their skinny little necks.

"She's going to come find me, she's going to kill me," Kayla whimpered.

"No, she won't," Tony said pulling her close, "If she hasn't tried no she's not going to, and to be honest I could see her kill Cassy sooner then you."

Cassy was another one of Kayla's friend who was way more mature and hated the thought of bringing Ultron's body home. She hated A.I and robots, she couldn't stand them.

Kayla smirked and gave a weak laugh before frowning again, "But she wasn't the one who killed Ultron."

Tony sighed, "I won't let hurt you, you're a part of the team you're family."

"Sounds a little cliché…"

"But it's the truth," he paused, "Do you regret killing Ultron?"

She shrugged, "In some ways, Ultron was really cool. I always wanted some who waited for me when I came home and was always there when I needed him. Also when Valerie and him started having a thing for each other that's when I really didn't want to kill him because I knew how heartbroken she would be, and I was right."

Tony nodded, "Well look, Ultron is gone and Valerie won't come and hurt you. I promise she won't."

Kayla looked up at him and nodded slowly as she rubbed her eyes, "I'm sorry about bugging you."

He smiled and shook his head, "It's fine, I'm always here if you need to talk."

She smiled, "Thanks Tony, I better head to bed and try to get some sleep."

"Alright Kayla, goodnight."

"Night," she said before walking up the stairs and into her room.

Tony stood back up and walked over to the bar and picked up his drink, Valerie wouldn't have the guts to kill her two best friends. Especially one that's a teen, who has barely lived her life, Tony sighed and sat on the couch. He wouldn't let her, no matter what.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	3. Chapter 3, Got No Strings On Me!

Valerie sat down the plastic bags on the floor of the kitchen, the kitchen wasn't that dirty but it also wasn't the cleanest. From what Valerie could gather the ship was made for someone wealthy. It didn't look like a ship that would catch fish or crabs but it wasn't big enough to be a cruise ship. Also the bodies she found in one of the storage rooms were of men all wearing the same gray uniform.

It took her forever to clean out that room, thank you Ultron. She just put away the groceries and went into the room that had the bot and Ultron it in.

"This should be the right stuff," Valerie said with a grunt as the set the heavy back-pack on the ground.

"Good, you got the copper wires?" Ultron questioned.

"Yeah, is it like your veins or something?" she asked as she held up a bundle of copper wires.

"Something like that, all I can say is it'll help with _certain_ things I plan to do."

She tensed up a little; the way he said certain made her feel weird. She soon just shrugged it off and set the wire down of the table.

"So I guess once I'm done making your body you'll go after the Avengers?"

Ultron hummed, "Yes, but there are some other things I need to do."

"Oh, like what?"

"You'll find out."

She frowned and glanced over at the monitor, "If you're saying what I think you are, then I may just not let you."

Ultron chuckled, "Is that so? Might I remind you how sensitive you are to my touch?"

"Who knows, maybe I won't be."

"Keep telling yourself that."

She turned, "Keep it up Ultron and I'll stop getting your parts and putting you back together."

"Alright fine, I'll stop bugging you," he sighed.

"Thank you," she said before turning back to her work.

She always found it odd when Ultron would try and seduce her, if that's what you would call it. She never would've thought that an A.I would try something like that; then again Tony Stark made him. After a while Valerie grabbed the side of the table and yawned, she was feeling light headed and her eyes were heavy.

"Valerie," Ultron said causing her to turn to him, "You should get some sleep; you've been up all night."

She frowned, "But Ultron-"

"It's fine, just go and sleep."

She was silent for a moment and then nodded, "Alright, thank you Ultron."

She then left the room and went to the room she was staying in, it was pretty nice with white soft sheets and a light blue carpet. She got changed into her P.J's and crawled into bed; she needed to finish Ultron's body soon. She wanted to see him walking around and giving her a smug grin, she sighed and wrapped her arms tightly around her pillow and pulled it close to her chest.

 **oOo**

Kayla sat on the couch with a bowl of cereal on her lap; Tony sat besides her looking at a news paper. Steve and Natasha were at the bar talking and Wanda and Vision weren't to be seen. Both Tony and Kayla were making bets until Steve told them to knock it off. Kayla and Tony looked up when they heard someone walking down the stairs. Kayla smiled with she saw her friend as well as adopted aunt, Cassy.

She was wearing a white jacquard Steampunk styled corset with a white cape attached to it, she wore a wavy white skirt that went an inch above her knees and had on white boots and a soft gray head band in her hair. Attached to her hip was a long steel sword with dark blue cloth wrapped around the handle. Her chest was flat and the oddest thing about her was that she had two different colored eyes, one orange and the other crystal blue. She was a couple years older than Kayla; she had pale skin and had long silver hair that fell down to her lower thigh.

She had a hairbrush and one hand and Kayla couldn't help but stare at how messy it was.

"What the hell happened to you?" Tony asked as she sat across from them.

"Not being able to sleep is what happened to me, I spent all night tossing and turning," Cassy answered with annoyance in her voice as she started brushes her hair.

Kayla smirked, "You should've asked Cap, maybe he would've bunked up with ya."

Cassy blushed heavily and glared at Kayla, "Oh shut up."

Tony looked over at Kayla, "He would've been too shy to."

Cassy sighed and rolled her eyes, "Is this what you two do all day?"

"Make fun of you guys? Oh yeah, all the time," Tony said before looking back at his paper.

Cassy then stood up, "I'm going to go get something to eat."

Kayla soon then stood up as well, "And I need to do get changed."

Kayla then walked out of the room and into hers; she put on some jeans shorts with a black tank-top and black long converse. She tied her long red hair with electric blue highlights into a ponytail and put on some peach lip gloss before heading back out. She walked into the kitchen and frowned when she saw Cassy.

"Hey Cass, can I talk to you for a second?"

Cassy turned and saw the worried expression on Kayla's face, "Sure Kayla, what's up?"

"I had another dream last night."

Cassy frowned, "Oh?"

She nodded, "Yeah, but this time, instead of just staring at me, she stabbed me in the chest. I talked to Tony about it and he said that she wouldn't hurt me because she hasn't already."

Cassy played with a lock of her hair nervously and shrugged, "In a way he has a point."

"But she still could be planning something, some night soon she may break in and slit my throat while I sleep!"  
Cassy glared at her, "Kayla stop it! That's not going to happen, Valerie wouldn't do that."

"But I kill Ultron, I killed her lover, why wouldn't she?"

Cassy rested her hands on Kayla's shoulders, "Because, did she kill you when she had you on the ground?"

"No."

"Did she kill me?"

"N-No."

"Has she tried to kill you at all lately?"

"What? N-No but-"

"Well then there you have it, Valerie might have been working with the enemy and to some she may still be the enemy. But there's a little voice in her head telling her not to kill you, I don't know if it's because you're friends or you're a teen, maybe both. The point is, if she hadn't killed you before she defiantly won't kill you now, alright?"

Kayla bit her lip, she knew Cassy was trying to help but she couldn't help but feel like Valerie was after her. She sighed, "Yeah, alright."

Cassy gave her a small smile and pulled her into a hug, "There's no reason to worry, if Valerie _did_ try to kill you she wouldn't even hurt a hair on your head because Tony-"

"Would kill her?"

Cassy paused, "I don't know about _that_ but he defiantly would never let her or anyone else hurt you."

Kayla scoffed and grinned, "You make him sound like he's my father or guardian."

Cassy smiled and shrugged as she grabbed her cereal, "So have you seen Vision or Wanda?"

"No, but Tony and I have thought of some reason why if you'd care to hear them."

Cassy just sighed and shook her head, she was worried about Kayla. She knew Valerie wouldn't do anything, she couldn't, it wouldn't be like her. Though then again Valerie had done so many things Cassy didn't think she would do. As much as Cassy didn't really care for Tony she was glad he was there for Kayla. She just hoped that he wasn't as bad a role model like he used to be.

 **oOo**

Ultron looked around the room, this was taking too long. He was glad that Valerie was trying to help and it was a big help that she actually got all the parts. But he knew that it would take her a while to actually assemble him because of how she didn't like robotics. He hummed as machines in the room started activating. Parts started to assemble together forming a leg or a better arm. Ultron traveled through the wires up into the body and felt himself being assembled, soon the weight of the robot was too much for the wires to handle and the body snapped off. Ultron landed onto his feet, having a body again felt so good. He rotated his wrists and hummed.

"There are no strings on me…"

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	4. Chapter 4, It Isn't Her

It was around two in the morning when Valerie woke up. She had slept all day and still felt pretty tired. She looked around the room sleepily, she felt like she was being watched. Her hand slowly moved over to the others side's pillow; under it she kept a pistol just in case someone unwelcomed found the ship while she was sleeping.

She heard a footstep coming from the entrance; she sat up and aimed the gun towards the noise.

"Is that the type of welcoming I get?"

Valerie's jaw dropped as she heard the familiar voice and saw those blood red eyes staring at her from the darkness.

"U-Ultron?"

"In the flesh," he said with a grin, "Well, more or metallic flesh, but you get what I mean."

She watched as he walked over to her, she still had her gun aimed at him. He rested his hand on the top of the gun and lowered it; he then tilted her chin up and kissed her. She returned the kiss and dropped the pistol on the floor as she wrapped her arms around his neck. Ultron's hands fell down onto her waist as he pulled her closer; forgetting how much both of them missed this. Ultron pulled away and imminently started to nip at her neck.

Valerie gave a soft moan as he found her sweet spot, he just chuckled.

"I told you, you were sensitive."

She smirked, "Oh shut up," she said before pulling away and pecked his lips, "So I take it that I took too long?"

"Well, I thought since you don't really like building robots then I would just build myself. Thank you for getting all the supplies."

She just shrugged, "Eh, no big deal."

He hummed and kissed her forehead and then trailed the kisses down to her collar bone. She let out a shaky breath as he started to go further, pulling down her shirt and kissing her chest.

"Ultron, can we please wait?" she asked taking a deep breath.

He looked up at her and gave her an odd look, "Val, we have done this before, yeah it was a while ago but-"

She rested a finger on his lips and smirked, "I know Ultron, have I ever told you how much I like to be a tease?"

He frowned, "You're evil."

Valerie just shrugged, "I'm working with you aren't I?"

 **oOo**

Cassy was in the training room swinging her sword around and slicing off dummies arms and tearing open their torsos with the tip of the blade.

"I hope you don't plan on killing anyone."

She turned and saw Steve standing in the doorway; she smiled and shook her head, "No, I only kill practice dummies."

"Good, I would hate to have to take you off of the team," Steve said walking towards her.

"Well hopefully you won't have to," she said blushing a little as he got closer.

She would be lying if she said that she didn't have a crush on him, he was strong, handsome, loyal, treated ladies with respect, and wasn't self-centered like Stark. Cassy never really did see why Kayla liked Tony so much, yeah he was very cute but he was a playboy. He would just use her and be done with it, though you could say he had changed ever since he became an Avenger but Cassy could still see some selfishness and stupidity. Though to be fair, everyone does something stupid at some point.

"So is everything alright with Kayla?" Steve asked as he walked over to a punching bag.

Cassy sighed, "Not really, she's been having the nightmares again, and they're getting worse."

Steve frowned, "Worse how?"

"Worse to the point where Valerie kills her."

Steve looked over at her, "Would she?"

"No! Well, maybe. I don't know, she was so different last time I saw her. I mean yeah she's always been dark and kind of creepy but _nothing_ like that."

"She would've killed Kayla then and there; I highly doubt she would kill her now."

"That's what Tony and I told her, she still sort of seems freaked out though."

Steve looked a little puzzled, "Tony told her that?"

"Yeah, why?"

"Nothing, he's just been acting different towards her," Steve said before punching the punching bag.

"I know, it's sort of weird to see Tony Stark like that. I just hope he doesn't influence her to do something stupid."

Steve hit the bag again, "Like bringing back Ultron?"

"To be fair she didn't know it was Ultron."

"But it was one of the bots that we destroyed."

Cassy gave a small nod, "Yeah, you do have a point. I'm just so worried for her."

Steve walked over to her and rested his hand on her shoulder, "I know you are, but don't worry, we'll keep both of you safe. Besides, Valerie might not want to hurt you guys."

Cassy shyly looked down and then back up at him, "Steve, I-"

"I'm telling you, having a snake for a tongue would make sexy fun times a lot more interesting," Kayla said as she and Tony entered the training room.

"And I agree, but that doesn't mean it'll be fun."

"So having crab hands would?"

Tony stared at her for a second and then shook his head, "This is a stupid hypothetical question."

Kayla scoffed, "Like yours is so great."

"Uh, yeah, they're terrific."

"Ladies, ladies, enough of your arguing!" Natasha said as she walked in behind them. "Listen guys, there's been reports of multiple robberies located in science facilities."

Steve and Cassy looked at each other and then back at Natasha, "What did they steal?" Steve asked.

"Things like copper wires, scrap metal, things you could find in a junk yard."

"So why a science facility?" Cassy questioned out loud.

"That's what we're wondering, that and why would they steal just that? Also in every facility there would be at least one guard dead or close to death."

"If I'm correct those facilities are unbelievably hard to hack into, how did they get in if the windows and doors were locked?" Tony asked as Kayla started to turn pale.

"Maybe it was an inside job?" Steve guessed.

Tony looked down at Kayla while the others talked; she was so pale and was breathing heavily. He rested his hand on her back and gave her a worried look.

"Kayla, you alright?"

"Y-Yeah, I-I just need some fresh air."

She then darted out of the room and to the large balcony; she gripped the handle bar and panted heavily. She then sunk to the ground, she felt as if someone was pushing hard on her chest and stomach. It was so hard to breath and she felt nauseous, was she having a panic attack? What was this? She looked up when Tony ran over to her.

"Kayla! Kayla, are you alright, what's wrong?!" he asked as he knelt beside her.

"W-What if it was Val? What if she was trying to build a robot like Ultron, they were lovers, maybe she wants a new one?!" Kayla said as tears ran down her cheeks and she panted loudly.

Tony gripped her shoulders, "Kayla, listen to me, there was only one way I found Artificial intelligence and that was because of Loki's scepter. There is no way she could build another A.I."

He sighed and pulled her into a hug, he had never seen her act like this, she looked petrified. She gripped his shirt as she sobbed; Tony just held her close and rubbed her back, trying to calm her down.

"Shh, it's alright Kayla, it isn't Val and it isn't Ultron. Ultron is dead and Val," he stopped himself and just sighed, "It isn't her."

 **oOo**

Valerie walked down the hallway into the robotics room as she liked to call it. She was currently unwrapping an ice cream sandwich and had it fully unwrapped by the time she got into the room. Ultron looked over at her with a questioning look.

She sighed, "Yes I'm eating an ice cream sandwich for breakfast, sue me."

"I think your stomach will at some point."

She rested her hand on her hip, "Ultron, there has been multiple times were I would have beer and a slice of pizza or cake for breakfast. Am I still alive? Yes! Will it kill me faster? Probably! But that's the price you must pay-"

"Valerie."

"Yeah?"

"Oh never mind, keep going."

Valerie held up her finger and then frowned, "Wait, what was I saying?"

Ultron smirked, knowing his little plan had worked.

"Oh yeah, I would eat junk food all day and I'm still alive!"

He frowned, never mind.

She then looked up at him and cocked her head, "So what were you doing before I came in here?"

"I was looking at some news articles," Ultron answered as Valerie bit into her ice cream sandwich.

"Using your oneness with the internet?"

"Of course, what else?" She just shrugged as he continued, "I just don't understand how you humans can be ruling this planet and yet have so much war and hatred."

"Because Ultron everything else is dumber than humans, you don't see a tree taking care of a family of four or a raccoon trying to be an engineer."

"I suppose, it just doesn't make any sense to me."

Valerie frowned and tapped his arms gently; she eyed it and saw copper wires running down his arm like blood veins. She ran her thumb over the wires and Ultron jumped a little, he wasn't use to having someone do that. Even before he was destroyed by Kayla he still had never felt anything like it. He had added the wiring and had programmed himself to be able to have certain _feelings_ , though the downside is even though he can feel warmth, the cold, and pleasure, he could also feel pain.

Valerie looked up at him, "I'm sorry, did I hurt you?"

He shook his head, "No, just not use to the feeling is all."

She gave a nod before digging her thumb a little deeper; Ultron gave a pleased hum and felt a new type of feeling running through his circuits.

"So can you feel everything now?"

"Mostly everything."

"Does that mean if we do anything again, you'll be able to feel it?"

He nodded.

"That's what the surprise was?" she asked with a smirk as she crossed her arms.

He smiled, "Surprise!"

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	5. Chapter 5, Thunder and Lightning

Ultron stood alone in the robotics room, he kept thinking of ways to end the Avengers. He thought of his original plan but he didn't have the cradle and also he was sure that there was no Vibranium left. There was no point of trying to turn himself into a human since it wouldn't give him anymore power unless he had another infinity stone. Speaking of human, he hadn't seen Valerie anywhere around the room, and then he heard the sound of thunder and it all became clear.

He went up to the deck and saw Valerie gripping the railing and looked out at the sea. The waves were getting a little stronger and the clouds became one and formed a large dark cloud that seemed like it covered the entire planet.

"Looks like it's going to rain," Ultron stated as he walked over to her.

"Gee, what gave you that thought?" Valerie questioned with a grin.

Ultron hummed and wrapped his arms around her waist, "Nothing, just that ignoramus cloud in the distance."

Valerie gave a sigh and rested her head against his chest, "Remember the last time it rained?"

He nodded, how could he forget? It was the first time they kissed and he really accepted that he had a thing for her. He then kissed the top of her head and let go of her.

"We might want to get inside; I hear it's going to be a rough storm."

Valerie nodded, "Right, besides, we need to think about the Avengers right now."

 **oOo**

Kayla laid in her bed curled up in a ball, Tony held her for an hour until he took her back inside and had one of the doctors look at her to make sure she was alright. The doctor said she was fine and was probably just having a panic attack. He told her to take it easy and that she should try to get some rest. She did what she was told and her she is, just lying in bed wide awake. No matter how hard she tried she couldn't get any sort of sleep. She suddenly sat up when she heard the door open, Cassy stood there with a worried look.

"Hey Kayla, how are you feeling?"

"How do you think?" Kayla scoffed.

Cassy sighed, "Tony told us what happened, it's not Valerie and if it was there is no way she would be able to bring Ultron back."

"What if she was trying to make a weapon or something, try and nuke the tower!"

"Oh come one Kayla, even you know she wouldn't do that."

Kayla shrugged, "I guess, it's just who else would break into labs and-"

"A regular criminal, doesn't mean its Valerie."

Kayla looked past Cassy causing her to turn around, Tony stood at the doorway.

"Hey K, you alright?"

"As good as you'd get after having a panic attack."

Tony smirked before going to the bed and sitting of the edge of the bed next to her.

"I'll leave you two alone," Cassy said before leaving.

Tony patted her shoulder, "So did you have a good talk with Cass?"

Kayla scoffed, "If you'd call it that. I don't get something, how come you were the first to come out and not Cassy?"

Tony frowned, "Did you not-"

"No, no, I just don't get it. Cassy and I have been friends for years, she's my adopted aunt, and you'd think she'd be more worried!"

"She is, she's just is having a hard time to, I think."

Kayla shook her head, "Whatever you say Tony."

They both were silent before Tony broke it.

"So I was thinking about having a party, nothing big but-"

"Can I drink?"

"No, you're still too young."

"Damn it," Kayla sighed as Tony smirked, "So what's the party for?"

"It's to celebrate you and Cass becoming members of the Avengers and also the second defeat of Ultron."

Kayla suddenly jumped when the room lit up from the lightning outside and the thunder roared.

"You scared of storms?" Tony asked as Kayla sighed.

"No, it just caught me by surprise, so when is the party?"

He shrugged, "I'll figure it out, you just need to get some sleep."

"Can't, no matter how hard I try I can't."

He stood at the doorway before turning back to her, "Do you want some sleeping pills?"

She thought for a moment and then nodded, "I don't think they'll help but sure."

"They won't with that attitude."

She smiled, "Thanks Tony."

"You're welcome!" he said as he left the room.

 **oOo**

"I don't see how this would affect me at all," Ultron said as he leaned against the wall with his arms crossed over his chest.

"This is how Kayla explained it to me, with a snake for a tongue, sexy fun times would be a lot more interesting. But having claws for hands would make beating up someone a lot more easily," Valerie said as the sound of rain pattering on the roof echoed throughout the room.

"I guess I would have claws for hands, who'd want a snake for their tongue?"

She shrugged, "I have no idea. I don't need a snake for a tongue, sexy fun times with you are weird enough."

"Ouch," Ultron said with a frown.

"What? I've never slept with a robot before, not that I have with a human either but you know what I mean!"

Ultron hummed and stood up straight, "Speaking of which."

She shook her head, "Is that all you think about?"

"No, but when you've been trapped in a monitor for what felt like years you tend to miss, um…"

"Human contact?"

"Yes, that, as much as I hate to admit it."

She shrugged, "Well just wait a little longer, I'm not really ready."

"Scared?"

She tensed, "N-No, why would I be? Like you said, we've done it before."

He smirked, "Yes, but you know that I," he paused, " _Upgraded_ myself."

Valerie blushed and turned, "Whatever, I'll let you know when I'm ready."

Ultron nodded and leaned down to kiss on the forehead, "Alright, well, enough chit chat, we need to come up with a plan."

"Well what do you have in mind; I hope it isn't as crappy as the last one."

"Oh shut up," he growled, "Knowing Tony it wouldn't surprise me if he'll try to celebrate my _defeat_."

"So he'll have a party even though he knows I'm still around?"

"He doesn't know where you are, also why would he care?"

"Right, so I guess I should snoop around?"

Ultron nodded, "If you don't mind, but go after it stops raining. Last thing I need is for you to get electrocuted."

She smirked, "Thanks Ultron, I'm glad to know about how much you care."

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	6. Chapter 6, Anger

Valerie stared up at the Avengers HQ, they had done a lot of repairs since she and Ultron attacked them. She could see multiple men walking in and out of the doors as if they were moving stuff without actually moving anything, if that made sense. She felt a little bad because she had left the ship as soon as the storm ended and Ultron had no idea that she left; at least she thought he didn't. Valerie jumped and pulled the hood of the dark red hoodie she was currently wearing over her head. It was still lightly raining and it looked like it would rain again so she didn't look really look out of place.

Cassy and Kayla had just walked out of the building, they looked nicely dressed. Not like they were going to a party nice but they looked like they were defiantly doing something special. Valerie started to follow them, making sure that she kept her distance. She followed them until they got to a clothes store; she hesitantly followed them in and pulled her hood down, not wanting to look suspicious. She looked through the cloth racks and watched as Cassy pulled out a white dress and smiled, Kayla shook her head and Cass just shrugged. They tried on some clothes but didn't really seem to like any of them, Cassy would think what Kayla was wearing was too revealing and Kayla thought Cassy's outfits were to grandma like.

Valerie smiled; she would be lying if she said she didn't miss hanging out with them. They would get into arguments over Kayla's dumb hypothetical questions and would tease each other about their tastes in music, clothes, TV, and men. Her smile quickly disappeared when Kayla glanced over at her; she quickly turned her back so it looked like she was looking at the clothes. She could barely see in the reflection of the metal of the rack that Kayla was frowning and seemed to look worried. Valerie looked over her shoulder to see Kayla tapping Cassy's shoulder; she then took that opportunity to leave. She pulled up her hood and walked out the door as calmly and quickly as possible.

Once she got a nice distance away she darted down an ally way and down to a short cut she knew. Once she got back to the shoreline she got on the Jet Ski she used to get on the ship and drove towards said destination. She climbed up onto the deck and frowned when she saw Ultron standing there with a furious look.

"So uh, I can explain," she said with a nervously smile.

He roughly grabbed her wrist and pulled her on board, "Where have you been?!"

She glared up at him, trying to ignore the pain of how tightly he was gripping her wrist, "Shouldn't you know Mr. I-am-one-with-the-internet?"

Ultron growled and pulled her down into the robotics room, "That doesn't mean I-"

"Why should you even care? You didn't come out to look for me!"

"I was about to until I saw you coming over."

"Wow, it took you that long to realize I was gone!?"

He looked down at her with fury; she had never seen him this mad, "What were you doing?" he growled silently.

"What do you think? I was trying to see what the Avengers are up to."

"Couldn't bother to have told me that?"

"I told you earlier I would!"

"Yes, and I said not to go out!"

"But it wasn't raining-"

"I don't care, I told you to stay here and you didn't!"

"I'm not a kid, Ultron! You're not my captain or my dad, you're my," she paused, "Boyfriend, even though that's sounds weird to say, point is you aren't in charge of me!"

She yelped in surprise when he slammed her against the wall and pinned her arms above her head.

"I was trying to keep you safe," he growled.

"You didn't give a damn when I broke into those facilities, why do you care now?" she growled back.

He was silent for a moment, "Because I knew were exactly you were and that if someone attacked you I would be there."

They stared at each other both of them not knowing what to say, Ultron then leaned down and kissed her. She kissed him back and once he let go of her wrists she imminently wrapped her arms around his neck. He pulled her up to his level and she wrapped her legs around his waist, wanted to get as close as possible. He soon ended the kiss and pecked at her neck and chest.

"U-Ultron," she whispered breathlessly, "I'm ready."

 **oOo**

"It had to be her!"

Cassy sighed and hung Kayla's new dress in her closet, "Kayla, please, did you see her face directly?"

"Well, no, not really, but-"

"Then you might have had her mistaken for someone else."

Kayla glared at her and crossed her arms, "Maybe if you weren't busy trying to pick a dress that would get Cap hard, then maybe you would've seen."

Cassy turned and glared back at her, "Would you stop it, listen, I know that you've been having a hard time. I have too, we all have, but that doesn't mean you can go acting like that!"

"What are you talking about? I acted like this before Ultron; it's you who's been acting weird. Ever since we met Boy Scout you've been acting like a kid who's found out their crush likes them!"

Cassy was quiet for a second, "Boy Scout is really the name you went with?"

Kayla groaned in anger as she stormed out of the room with Cassy following close behind. Tony, Natasha, Steve, Wanda, and Vision all were in the living room when Kayla walked down the stairs and over to the coffee table to grab her electric blue robotic glove that she made with Tony to destroy Ultron.

"Kayla listen, Valerie isn't going to kill you."

She scoffed, "Really? I killed her lover, that's reason enough!"

Cassy sighed, "Kayla-"

"No, you listen to me for a sec; Val has been acting so fucked up lately that who knows what she'll do next! She might be out there murdering a bunch of teens for all we know; also you're right that she may not kill me. But she may torture me, is that want you want!?"

Kayla then attached the glove onto her right hand and stormed back up the steps.

"Where are you going!?"

"To go train numb nuts!"

The others slowly turned their heads over to Cassy who looked enraged, she exhaled sharply and walked over to the couch and sat down.

Natasha stood up and looked at Tony and Steve, "I'll go talk to Kayla."

"I was going to-"

"I don't think you should right now," Steve said as he gripped Tony's shoulder.

Tony gave him a curious look, "Why is that Cap? Do you not like me hanging around her?"

Steve frowned, "No that's not it."

"Then what, huh?"

Steve shook his head and let go, "Just let Romanov talk to her this once."

Tony sighed and shook his head, "Whatever."

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	7. Chapter 7, Good morning?

Natasha walked into the training room and frowned when she saw multiple dummies on the floor with their heads blown off. Kayla stood in the middle of the room muttering out curses and she tried to pull the glove off.

"Hey kid, how're you doing?" Natasha asked as she slowly approached Kayla.

Kayla turned to her and glared, "I'm doing pretty damn well!"

"Alright, alright, don't need to curse."

She sighed and fell to the floor, "I'm sorry, I just, I can't-"

"I know this is hard, there has been multiple times were my friends would turn into my enemies."

Kayla shook her head, "Why, why would she do it? Why would she join Ultron of all people?"

Natasha sat next to her and shrugged, "Could've been worse, she could've joined Loki."

Kayla smirked, "I don't think Val would join him, she would see him as a wimp. But she's been so different lately, maybe she would, I don't know."

"She's never acted weird like or anything?-"

"Well, we always did joke about how creepy she was. She'd always be making dark jokes and watching horror and slasher films. She'd even come home with bloody knuckles and bruises and cuts all over her. We tried to ask her about it but she'd never tell us anything, so at some point we just stopped asking."

Natasha hummed in response and then looked down at Kayla's glove, "Problems?"

Kayla held up her hand, "Yeah, I over heated the stupid thing and now I can't get it off."

"Well, we could always cut off your hand."

Kayla smirked, "I'm good, thanks."

Natasha shrugged, "If you say so, are you going to see Tony?"

She nodded, "Of course, why wouldn't I?"

"Well before I left I heard him and Steve start bickering."

"Aw the love birds are at it again," she teased before standing up, "I guess I'll go see what Tony's up to and see if he can't get this thing off."

Natasha stood up as well, "Right, I'll see you later."

"Okie dokie, bye Nat."

 **oOo**

Ultron watched as Valerie curled up close to him, his arm curled around her body as he gently kissed her forehead. She hummed sleepily and nuzzled closer; he smirked and played with the tips of her hair. He started to think about the fight they had earlier, he was happy that she was trying to help but he was just worried that one day she'll be walking down the sidewalk or an ally and someone will come up and do something to her.

He kept debating that if Tony was actually having a party if he should send Valerie to crash it or not. He wanted to stay out of sight for now, he wanted them to focus on Valerie and when they had her back to the wall he would come in and destroy them. Some would say he was using her as bait, and yeah, he sort of was, but that didn't mean he still didn't care for her. If he did send her he'd be sure to keep a close eye on her just in case something happens.

Valerie stirred in her sleep and slowly opened her eyes, "Hey, Ultron."

He looked back down at her and grinned, "Good morning dearest."

She gave him a puzzled look, "Well someone's happy."

He chuckled softly and kissed her forehead, "What would do you want me to call you then?"

"Just Valerie or Val for now," she said with a yawn as she sat up and stretched, "So you got a plan?"

"Did you figure out if Tony is having a party?"

"I think that they're doing something put I'm not positive it's a party."

Ultron nodded, "Well, if it is a party, mind crashing it?"

Valerie's eyes widened and she sat up quickly, "Are you kidding, I'd love to!"

He smirked, "I haven't seen you this excited since last night."

She rolled her eyes, "Yeah, yeah, shut up," she said as she swung her legs over the bed, she looked back at Ultron.

He sighed, "Seriously?"

"Oh c'mon, please."

He sighed again and turned his head away as she got up and threw on her clothes. Before she got her shirt on he turned and looked at her back, she still had the burn marks she got when she used her power. As much as the power was useful to him he knew that if he wanted her alive he needed to take it away.

"Stop staring at them," Valerie said as she pulled her shirt down.

Ultron stood up, "Sorry, I couldn't help it."

She turned to him and shrugged, "I never really thanked you for 'saving' me."

He rested his hand on the top of her head, "Think nothing of it!"

Valerie grinned and pulled his hand off her head, "So, how should I crash the party?"

 **oOo**

"Tony!" Kayla whined playfully, "I overheated my glove!"

Tony looked up from what he was working on and shook his head, "I warned you about that."

"I know but I was bad and didn't listen, would you pwease take it off?" She asked in a pouting tone.

Tony shook his head again, "Nah, you did it, you take it off."

She crossed her arms, "Wow, you are the sweetest person I ever met. But fine, if you're going to be a big baby about it, I'll do it myself!"

He watched as she grabbed a screwdriver that sat on the table and wedged it between the skin of her wrist and the glove. She pushed in up as hard as she could, Tony stood up and was about to help her when all of the sudden she yelped. The screwdriver fell to the ground and she gripped her wrist, Tony ran over and cradled her wrist in his hand. He froze when he saw blood crawling up from the top of the glove.

Tony grabbed a device from the counter and attached it onto the glove, Kayla yelped again as a shock of electricity ran though her. The glove fell to the ground and Tony pulled her to the table and sat her down. He grabbed the med kit and began to clean and dress the wound.

"So what's up with you and Steve?"

Tony looked up at her and shrugged, "Just not getting along as usual."

"He mad about the party you were talking about?"

"No, he's mad because of us always hanging out."

She cocked her head, "Why?"

"I don't know, maybe it's because I'm a bad influence or something."

Kayla scoffed, "Nah, Valerie was a worse influence. She'd be drinking and sometimes smoking, hell, she's the one who told me that if someone starts picking on you, punch then in the face."

"Did you?"

She nodded, "Yeah a couple times, Cassy would be mad and Valerie would be proud. What about you, did you ever get in trouble at school for fighting?"

He shook his head, "Not really, once in a while but I mainly got in trouble for skipping class or making out with some girl in the hallway, which you don't need to be doing that."

"What, making out with some person in the hallway?"

Tony nodded and closed the med kit, "Yeah, it'll get you into trouble."

"Like sexually or-"

"Kayla," Tony said turning to her, "I'm being serious about this."

She gave him a confused look, "Why would you care?"

He shrugged, "I just don't want some bastard to go and hurt you."

Kayla sighed, "Yeah, well, Valerie already did by leaving so…"

Tony frowned, "I know Kayla."

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	8. Chapter 8, Party Crasher

Kayla frowned as she looked down at her bed, lying on top of it was the pretty cocktail dress Cassy had gotten her. She threw it on and slowly brushed her hair; she tied a braid into her hair and wrapped it around her ponytail. She looked at herself in the mirror to make sure she looked alright, she wore beaded bodice gold organza cocktail dress with gold colored high heels. She sighed and opened the door to her room and walked out.

Tony's living room was filled with friends, agents, and important people that worked with Stark Industry. Kayla looked down from the stairs over to the bar chatting with some woman who weren't afraid of showing their hooters. Kayla sighed and walked down the stairs, Tony looked over at Kayla before excusing himself from the ladies.

"Kayla, you look lovely this evening," he said with a grin.

"Thank you, you look stylish as ever."

"You flatter me, now where's your auntie?"

She shrugged, "Probably getting changed or maybe she's with Cap."

Tony shook his head, "No, Cap is busy trying to be polite and say no to the ladies who want to get in bed with him."

"Aw, typical Steve."

Tony nodded before taking a shot; he then looked up the stairs to see Cassy walking down wearing a white sundress with sliver high heels.

Kayla shook her head, "Is it wrong that I don't want to see Cassy?"

Tony gave her a puzzled look and then shrugged, "I guess not, why, she giving you a hard time about stuff?"

She sighed and nodded, "I guess you could say that."

"Well, I know how you feel. There have been a lot of times in my life where I just wanted to escape my friends and family. Though, I say just enjoy them while they're here."

Kayla scoffed, "Life lessons by Tony Stark."

Tony chuckled before picking up two glasses of champagne, "No if you excuse me, I have to go give this drink to that lovely lady with the skin tight pink and gold dress."

She rolled her eyes and leaned against the counter; she looked over and saw Cassy busy talking to Steve. They both seemed like they were having a good time together, she had to admit she was a little jealous of Cassy. Not because of how close she was to Steve, but because Kayla didn't really have a relationship like that.

Yes there was always Tony but he was way too old for her and also he was dating Pepper, wait. Kayla sighed; of course Tony would be like that. She stood straight up and went to go after Tony, making sure he didn't do anything stupid.

Tony looked around for the woman he was going to give a drink to but didn't see her anywhere, he shrugged it off and handed a random woman a class before heading up to his lab. He needed to quickly check on Kayla's glove to make sure everything was alright with it. He suddenly froze when he got into the workshop.

He saw a woman standing in front of the window wearing a red strapless cocktail dress with silver high heels.

She turned to him and grinned, "Hey Tony, remember me?"

He stared at her, trying to remember who she was, he knew that he knew her from somewhere and he got a very unfriendly vibe.

She shrugged, "We never really properly introduced, though it's hard not to when you're trying to kill my lover."

His eyes widened as he realized who she was and saw a pistol in her hand, "Y-You're-"

"Yup, Valerie."

The guests screamed and ducked down as a gunshot ran though out the living room and entrance. Kayla looked up at the workshop and darted towards it with Cassy and Steve close behind her. Once they got into workshop they saw Tony on the floor with blood slowly oozing from his side and Valerie standing there with a pistol aimed at them. All Kayla could remember after that was a gunshot and the back of her head hurting before everything went black.

 **oOo**

Kayla groaned weakly as she awoke, her head was aching and she heard a slight buzzing noise, the type you would hear when you've been in a quiet room for a while.

"Aw you're finally awake," a familiar deep voice said.

Kayla looked around, her vision was fuzzy but she could defiantly tell who the tall metal man was. she gasped in horror as she crawled backwards.

"U-Ultron!?"

He chuckled and held out his arms dramatically, "Yes, it is I! Did you miss me?"

She glared up at him, "Yeah, I missed you as much as I miss getting shots."

He just shrugged, "I'll take it as a compliment, now, how was the party?"

"You sent Valerie there."

"So what if I did, she wanted to go!"

"When will you stop!?"

"What?"

She sat up on her elbows, "When will you stop using Valerie for your own personal needs? She has no powers, why do you need her?"

He chuckled and shook his head, "Oh Kayla, are you saying that I'm just using her and I'm just playing with her emotions?"

Kayla nodded, "That's exactly what I'm saying."

"Well I'll let you be aware that, that's not what I'm trying to do. I will fully admit when we were first working together I was only using her, but now things have changed."

"You're a robot, you're not supposed to-"

Ultron gave her a quizzical look, "Um excuse me, I'm an A.I get it right. Also I've been able to do things Tony wouldn't even believe!"

"Like what?"

He chuckled, "That's a little personal."

She gave him a disgusted look before asking, "Why am I here? Am I here for you to kill me?"

"No, not yet, I'm here just to let you know what's going on," he paused and walked towards her, "And if you tell anyone about me still being alive," he paused again and gripped her wrist painfully, "Then I will give your friends the most painful deaths ever imaginable, do you understand?"

The way he lowered his voice and glared at her made her shake, she nodded slowly before he let go of her wrist.

"Good, now if you excuse me I have to go and see how Valerie's doing," Ultron said before grabbed Kayla's head and smashed it onto the ground.

He didn't do it hard enough to kill her or do anything damaging, he just did it hard enough to knock her out. He then picked her up and took her back to the Avengers HQ.

 **oOo**

Valerie leaned against the wall and watched Ultron make repairs for himself.

"So, how did you handle them?"

She shrugged, "Broke some bones, made some of the guests cry, normal stuff like that. I could've killed Stark, why did you want me to keep him alive?"

Ultron held up a piece of metal and examined it, "Because Valerie, the more bones we break and the more bullet holes we add the weaker they get."

She hummed before standing up straight, "So why did you take Kayla?"

"Because, I just want to see her go crazy, watching her friends get hurt, knowing that we're still out here, you following them, it's enough to drive her completely insane."

Valerie frowned; Ultron turned to her and studied her expression before walking over to her, "Do you not want me to?"

She shrugged, "I don't know what to think right now," she said before rubbing her temple, "I just think I need to get some sleep."

He hummed and kissed her forehead, "Do you want me to tuck you in?" He questioned sarcastically.

She scoffed, "No thanks, last time you did that _things_ happened."

"Yes, and you were very happy with those _things_ , right?"

She rolled her eyes and nodded, "Yes, yes, Ultron, now can I go before I pass out?"

He chuckled and nodded before kissing her gently, "Goodnight Valerie, I'll see you tomorrow."

"Night," she hummed before leaving.

Ultron sighed, the Avengers were falling apart and rather quickly, the plans been easier then he thought.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	9. Chapter 9, Falling Apart

When Kayla woke back up she was on the floor of the living room, the room was completely trashed and there were multiple bullets holes in the walls. Her eyes widened when she remembered what happened, she stood up and ran into Tony's workshop.

"Tony!" she gasped as she knelt beside him.

He seemed to be unconscious, blood had leaked onto the floor creating a puddle. Kayla put her hand to his neck and before resting her head on his chest. He was still alive amazingly, she rested her hand on Tony's side were the bullet wound was and pushed hard on it. She could feel tears slowly start to fill her eyes; this was all so much to handle for her.

"Kayla?"

Kayla turned and saw Wanda standing there with a puzzled and horrified look.

"What happened?"

Kayla opened her mouth to tell her about Ultron but before she could she stopped herself, "I-It was Valerie, please, go get help!"

Wanda nodded and ran off to do what she was told; Kayla looked around the room and saw that Steve and Cassy weren't there. She pushed harder as she bit her lip, she couldn't break down, not now.

Wanda soon came back will the medical team and they took Tony away, Kayla walked out of the workshop and saw Steve standing at the bottom of the stairs.

"Steve, what happened?"

He looked up at her and frowned as she walked towards him, "Valerie broke Cassy's arm."

Kayla balled her hands into fists, "What? Where is she?"

"The medical team is taking care of her."

"What about the guests, were they alright?"

Steve was silent for a moment, "Most of them, some of them were injured."

"Any of them-"

He shook his head, "Not that I know of. What happened to you?"

She panicked, what was she going to say? Her mind was going blank, "I um, I don't know, all I remember is I guess I got knocked out and then I woke back up in the living room."

He hummed as he thought, "Well, I think you should go see one of the doctors to make sure everything is alright."

She nodded, "Yeah, I think I will," who knows what Ultron might have done when she was knocked out, maybe put in some device.

"Listen I need to go check on Cassy, you want to tag along with me?"

Kayla shrugged, "Sure, I guess that would be alright."

Steve smiled and walked up the stairs with her, the walk was pretty awkward; they didn't really say anything to each other. Every time they did it would be a quick question and response. Kayla mentally sighed in relief when they reached the room the medical team was in.

"Steve, I'm glad you're here," said a female doctor who hand her hair tied up in a ponytail.

Steve gave her a friendly smiled before turning to Kayla, "Kayla, this is Helen Cho, she one of the best doctors here."

"Aw Steve, you flatter me," she said with a grin, "I have news about Cassy and Tony."

"Great, how are they doing?"

"Tony will be fine; the shot was a flesh wound so nothing critical. Cassy will be alright as well but she won't be using her left arm for anything anytime soon."

"That bad?" Steve questioned.

Helen nodded and then turned to Kayla, "If it's alright I'm going to need to check you guys, make sure everything's how it should be."

Steve held up his hand, "It's alright doc, I'm fine."

"It's not an option Steve," Helen said, "Now if you two could follow me."

 **oOo**

Valerie looked out at the sea and waves lapped at the ship, she thought about what had happened the previous day. She jolted in surprise when she felt a hand on her shoulder; she looked up and saw Ultron staring down at her.

"Why are you out here?" he questioned.

She just shrugged, "Can't I get some fresh air?"

"Yes but it's freezing out here."

"I know, I just need to think."

Ultron frowned, "You don't like what I'm doing to Kayla, do you?"

Valerie shook her head, "I don't know, I just feel that if you're going to kill her you might as well make it quick. I mean I get that she needs to pay for 'killing' you she also was the one who brought you back."

He sighed, "Yes, I know."

"I just- I don't know, I've been so tired lately, I can't think straight."

Ultron gave her a worried look, "Have you been sleeping well lately?"

"Yeah, well at least as well as I always have."

He slowly ran his fingers down her hair and kissed the top of her head, "Go get some rest, that'll help."

She hummed and rested her head against his metal chest, "But don't you need my help with certain things?"

"I'll be fine, just go get some sleep."

She slowly nodded and then turned and walked towards the quarters, Ultron tried to think of what could be the problem. Maybe it was just stress, he knew that she still cared about Kayla and Cassy so having to destroy them might cause some stress or depression. Ultron sighed and rested his hands on the railing. He knew that they wouldn't join him and Val, Cassy was too positive with humanity and Kayla was too attached to Tony.

Then again maybe Valerie was turning towards the Avengers, Ultron couldn't let that happen, he needed to think of some way to have her stay on his side, he couldn't have another incident like the one with Wanda and Pietro. He needed to keep her with him, and he'd do it no matter what.

 **I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	10. Chapter 10, Sanity

**So before we start this chapter I just wanted to thank all you guys for all the nice reviews, faves, etc. It really helps me out and keeps me going, so thank you so much! :3**

Kayla sat next to Tony's bed and held her head in her hands, a part of her was screaming, telling her to tell someone and that Ultron was just bluffing, but then the other part was saying not to. She made a small whimper, she sort of wished that she never pushed Valerie into letting her bring Ultron's shut down body home. If she didn't do that then this never would have happened.

She never would've brought Ultron back, Valerie would still be with them, humanity wouldn't be doomed, and one of her closet friends wouldn't have been shot and the other's arm wouldn't be broken. The only positive thing that happened because of this was that she got to meet and work with the Avengers. But even then she still managed to screw it up.

She leaned back in her chair, it was alright, she would just have to find a way to get rid of Ultron. Yeah, that's going to be SO easy! She balled her hands into fists, she felt like there was a target on her back and that someone was pushing hard on her chest. She bit her lip, her eyes burned and her hands shook, she couldn't hold back anymore. She whimpered and rested her one hand over her eyes and she tried to muffle her cries.

"Wow, I didn't know you cared THAT much."

Kayla looked up and saw Tony grinning, she stared at him for a moment before leaping onto him and wrapping her arms tightly around him. He hissed as her knee pressured the bullet wound, he then frowned as Kayla held onto him tightly and sobbed. He pulled her into a hug and ran his fingers down her ponytail.

"Shh, it's alright Kay, everything's alright."

"No, no it's not alright," She said as his shoulder muffled her sobs, "You got shot because of me."

Tony pushed her back enough so they could make eye contact, "Kayla, look at me," she looked up at him, her eyes red and puffy, "It's not your fault, well, there's some things but that's all in the past."

She gave a weak laugh before he continued.

"I know how you teens hate hearing this, and trust me I know, but you're still a kid and you're going to make mistakes. Hell, adults do to, I mean I'm ancient and I've made so many mistakes so many that it'd fill this whole city, if that makes any sense. Just don't beat yourself over shit like this; it's not your fault."

Kayla sighed and shook her head slowly, "Tony, I wish you know."

Tony gave her a puzzled look, but before he could ask what she meant he heard a certain someone clear their throat. Kayla looked over her shoulder and saw Helen Cho standing there with her arms crossed.

"Tony, I think we need to talk."

That's when Kayla tensed, realizing how awkward their positioning was, she scrambled off of him and stood up straight.

Helen examined her before saying, "Cassandra wants to see you."

Kayla slowly nodded and walked out of the room to visit with Cassy.

 **oOo**

"What're doing?"

Ultron looked up from his workbench and grinned, "I made you something."

Valerie cocked her head, "So uh, where's Ultron?"

He sighed and rolled his eyes before standing up and walking over to her, "Isn't this something you humans do? Give each other pointless gifts?

"Yeah but I'd never think you'd do it."

"Well, I did, you're welcome," he said as he held out a necklace.

It had a coppered color chain with a metal pendant hanging off it with a red gem in the middle.

She slowly took it from him and studied it before smiling, "Thank you Ultron, that's a very sweet thing to do."

"Yeah I know, I feel like I should be honored a metal from how long it took me to make that."

She grinned before pulling his head down and kissing him on the cheek, "There, happy?"

He hummed with amusement, "I could think of something else that'll-"

"Nice try buddy," Valerie scoffed before handing him back the necklace, "Could you help me put it on?" she questioned lifting up ginger curly hair.

He smiled and nodded before tying it around her neck; she let her hair fall down and turned to him.

"So do you feel any better?"

She shrugged, "A little, I don't know why I'm feeling like this."

"Maybe stress?"

"Maybe, but, I don't know."

"Do you need more sleep?"

"God no, I've been sleeping for what feels like years, I swear if I sleep anymore I'm going to die!" Valerie exclaimed before sitting down next to his work bench.

Ultron chuckled, "Well we wouldn't want that now would we?"

She scoffed, "Yeah, of course not, why wouldn't we, I mean it's not like it'll be the end of the world right? I mean why am I acting like this, this is weird, I can't do anything, I can't eat, I can't sleep, I'm having nightmares, what the hell is wrong? I feel like my head is about to explode, I don't understand this, and I swear to god if that bird doesn't shut up I'll snap its neck!"

Ultron took a step back as she gripped her head and whimpered, "Valerie, are you alright?"

"I-I don't know what that was, Ultron, what's going on with me?"

He walked over to her and knelt down to her level, "I don't know, but it'll be alright I promise."

 **oOo**

Cassy looked up from her book when she heard a knock at the door, she smiled when she saw Kayla standing in the doorway. She then frowned when she noticed her eyes.

"Kayla, sweetie, what's wrong?" She asked as Kayla walked over to her and sat on the edge of her bed.

"Nothing, just stress, how's your arm?"

"Broken, it hurts pretty badly but Helen said the pain should go away soon. I heard you were talking with Tony."

She nodded, "Yeah, Steve told you right?"

Cassy shook her head, "I just assumed since you weren't here, are you doing ok?"

"Yeah, as well as I can be."

Cassy took a hold of Kayla's hand and gripped it tightly, "I'm just glad you're safe."

Kayla bit her lip, every time she felt the need to tell someone about Ultron a lump formed in her throat and her stomach started to ache. "R-Right, so why do you think Val did that?"

Cassy frowned and shrugged, "I have no idea, she's been so messed up lately I don't know-"

"Do you think she'll ever go back to normal?"

Cassy was silent, she looked down at her lap and just stayed like that. She stayed like that for so long to the point where Kayla thought she had fallen asleep with her eyes open, Kayla snapped her figures in front of Cassy's eyes which seemed to snap her out of it.

"Cassy, do you think Valerie will ever go back to normal?"

Cassy looked up at her and frowned, "I don't know Kayla, I honestly don't know."

 **So sorry for all the delays but school has been hectic since we're ending this Friday (June 5** **th** **) then on the 8** **th** **I'm going to Arizona to visit my Aunt so it might be a little while until I update this. Hopefully not too long, also I have some other story ideas I feel like I need to right down but I'm not ending this story yet! Any who I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


	11. Chapter 11, iNSaNiTy

Valerie sat on her bed with her legs pulled up to her chest, her head felt heavy and her vision was fuzzy. What was happening to her? She had never felt this way before, it felt as if she was slowly losing herself. She looked up, startled when she heard Ultron clear his throat.

"How are you feeling, Valerie?"

She shook her head, "Like hell, I don't know what's going on with me."

"Have you been drinking any water lately?" He questioned as he walked towards her.

She nodded, "Yeah, I've eaten, I've slept, I've drank, but I'm still feeling super dizzy."

He hummed as he thought, "Just try to relax-"

"I've been relaxing for a week now, I need to do something, maybe it'll help."

Ultron was quiet for a moment before sighing and nodded, "Fine, there's a facility with some gear I need. If you really want to do something then you can get that for me."

Valerie nodded and stood up, "Okey dokey, I'll be back in a flash."

 **oOo**

Valerie stared at the facility, it wasn't as guarded as she thought it would be. Yeah it did have some guards outside but not as many as previous facility's she broke into. She hugged the wall as she snuck past one of the guards and snuck towards the window, she looked up when she heard a 'click'. She grinned, knowing that Ultron had just unlocked the window for her. She climbed up to the window and climbed inside, she found herself in an office that appeared to be empty.

She slowly stood up and looked around, looking for that oh so important gear that Ultron needed.

She made a small yelp in surprise as static ran through her earpiece, "Valerie, you're in the office right?"

"Ultron, you unlocked the window and you can track the earpiece, why ask?" Valerie snapped quietly as she looked around the room.

"Eh, I just thought I might as well ask. So, are you?"

"Yeah numb nuts, now what am I looking for?"

He scoffed, "No need to be rude, now, you're looking for a flash drive-"

"A flash drive!?"

"Yes, a flash drive, what is there an echo in here?"

"Your gear is a freaking flash drive?"

"Yes, now shush and let daddy talk. The flash drive should be located on the desk to your left at the very end. Do you see it?"

"The desk, yes."

She slowly walked over to the desk and started looking through the drawers when suddenly she was interrupted.

"Hey, who are you? What are you doing here?"

She turned and saw a man wearing a nice white button up shirt and jeans with a red necktie. She froze as he took a step back and looked at one of the desk.

"There's an emergency button under the desk," Ultron pointed out ever so calmly.

Valerie darted over to the man and quickly tackled him to the ground before he could reach the desk. He squirmed under her and grunted as he slowly made his way over to the desk, Valerie pushed down hard and struggled to reach the knife that was tucked into her belt. She yelped as he pushed her off of him and darted to the desk, she grabbed her knife and darted towards him once again.

She shoved him onto the ground and slammed the tip of her blade into the back of his throat. She could hear a gurgling noise coming from his neck, she pulled the blade out and impaled his skull two times before standing up and panting. She stared down at the dead man and balled her hands into fists, she then turned back to the desk she was searching and soon found the flash drive. She took a deep breath and ran towards the window, she suddenly stopped when she saw a picture that sat on one of the many desks.

It was a picture of the man she had just killed, there were multiple people with him. There was one rather attractive woman standing next to him and snuggling up close, she had on a wedding ring. Valerie had a strange feeling, she felt like she should feel bad but she didn't. She didn't feel happy but she wasn't upset, she felt a lot more calm then she originally thought she would. She had killed before but she never once thought about the men and woman's families, she felt a little bad for the children if they had any but the thought soon slipped away when Ultron spoke.

"Valerie, what's wrong? Do you have the hard drive?"

She nodded and held the hard drive tighter, "Y-Yeah," she breathed out, "Yeah, I got it, I'm heading back."

"Alright, let me know if you need anything."

 **So sorry it took so long to update. I'm currently in Arizona visiting family and I don't have my laptop with me, so I'm just using my Uncle's computer. Hopefully I'll be able to update more but it may take a couple days. ^^; I hope you all liked it and I'm sorry for any misspelling or OOC moments. Comments are always helpful and thanks for reading! :)**


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